Jack B. Jacobs SENIOR COUNSEL jjacobs@ycst.com Wilmington P: 302.571.6626 Jack Jacobs has more than 45 years of legal experience most notably serving on the Delaware Supreme Court from 2003 2014, and before that, as Vice Chancellor of the Delaware Court of Chancery since 1985. Before his appointment as Vice Chancellor, he practiced corporate and business litigation in Wilmington since 1968. Former Justice Jacobs is currently an Adjunct Professor of Law at the Law Schools of New York University, Columbia University, Vanderbilt University and the University of Pennsylvania. His practice includes advising companies and boards of directors on Delaware law issues, including fiduciary duties and with respect to mergers and acquisitions. Former Justice Jacobs is also available for mediation and arbitration proceedings and Special Committee and Special Litigation Committee investigations and monitorships in response to shareholder demands or government requirements. Former Justice Jacobs is a member of the American Law Institute and served as an advisor to the Restatement (3rd) of Restitution project, and currently, on its Principles of the Law, Compliance, Enforcement and Risk Management for Corporations, Nonprofits, and Other Organizations project. He is also a member of the Delaware and American Bar Associations, a fellow of the American Bar Foundation and an Advisory Board Member of the Rand Center for Corporate Ethics and Governance. Former Justice Jacobs also serves as a member of the Board of Advisors of the University of Pennsylvania Law School Institute for Law and Economics, and as a member of the advisory board of the Harvard Law School Program on Corporate Governance. Former Justice Jacobs has participated in numerous academic symposia and continuing legal education programs related to corporate and securities law sponsored by various law schools and continuing legal education programs related to corporate and securities law. He also has been a guest lecturer at numerous American and foreign law schools, having delivered the Distinguished Jurist Lecture at the University of Pennsylvania Law School; the Regent s Lecture in Residence at the UCLA Law School; and the William J. Brennan Lecture at NYU School of Law, and as the Distinguished Visiting Jurist at the Harvard Law School Corporate Governance Program. Former Justice Jacobs is recognized in the 2016 2019 editions of The Best Lawyers in America. Practices Securities Litigation Commercial Litigation
Appeals Education Harvard Law School (J.D., 1967) Widener University Delaware Law School (L.L.D., 2011) University of Chicago (B.A., Phi Beta Kappa, 1964) Bar Admissions Delaware Court Admissions U.S. Supreme Court U.S. Court of Appeals for the Third Circuit U.S. District Court for the District of Delaware Clerkships William Duffy, Delaware Court of Chancery (1967-1968) Albert J. Stiftel, Superior Court of Delaware (1967-1968) Publications January 10, 2019 In re Xura, Inc. Stockholder Litigation: Fiduciary Duties of Officers, Ratification, and the Limitations of Corwin January 7, 2019 When (Or Not) To Create A Special Board Committee November 27, 2018 Are Delaware s Judicial Political Balance Requirements Constitutional? Stay Tuned For The Third Circuit Decision In Adams v. Carney September 27, 2017 The Delaware Court Of Chancery: A 225-Year Retrospective Law360 June 29, 2017 Corwin's Outer Boundaries: No "Massive Eraser" New York Law Journal
May 1, 2017 Lyman Johnson's Invaluable Contribution to Delaware Corporate Jurisprudence Washington and Lee Law Review, Vol. 74, No. 2 March 28, 2017 Mootness Fees' in Deal Litigation: An Argument for a Different Approach Bloomberg BNA Corporate Law & Accountability Report February 20, 2017 Observations in a Post Dell World Law 360 September 14, 2016 Clarifying the Meaning of "Stockholder" for a Section 220 Action Delaware Business Court Insider December 1, 2015 One More Step Toward Unified Business Judgment Review Law360 August 21, 2015 Delaware's Rapid Arbitration Act: What You Need to Know When Evaluating DRAA Arbitration and Drafting the Arbitration Agreement BNA's Corporate Law & Accountability Report June 1, 2015 Delaware Tightens Scrutiny of Director Compensation Law360 May 26, 2015 Delaware's General Corporation Law: Proposed Changes Corporate Counsel January 1, 2015 Fifty Years of Corporate Law Evolution: A Delaware Judge's Retrospective 5 Harv. Bus. L. Rev. 101 January 1, 2012 Does The New Corporate Shareholder Profile Call For A New Corporate Law Paradigm? Fordham Journal of Corporate & Financial Law, Val. 18 January 1, 2011 "Patient Capital": Can Delaware Corporate Law Help Revive It? Washington & Lee Law Review, Vol. 68 January 1, 2011
The Evolution Of Hostile Takeover Regimes Un Developed And Emerging Markets: An Analytical Framework Harvard International Law Journal, Vol. 51, No. 1 January 1, 2009 The Reach of State Corporate Law Beyond State Borders: Reflections Upon Federalism New York University Law Review, Vol 84 January 1, 2007 The Vanishing Substance-Procedure Distinction In Contemporary Corporate Litigation Suffolk University Law Review, Vol. 41 January 1, 2007 The Fiduciary Duty of Disclosure After Dabit Maryland Journal of Business & Technology, Vol. 2 January 1, 2006 Implementing Japan's New Takeover Defense Guidelines: Part II University of Tokyo Journal of Law & Politics, Vol. 3 January 1, 2006 Implementing Japan's New Anti-Takeover Defense Guidelines, Part I New York University Journal of Law & Business, Vol. 2 January 1, 2005 The Uneasy Truce Between Law & Equity In Modern Business Enterprise Jurisprudence Delaware Law Review, Vol. 8 January 1, 2003 Entity Rationalization: A Judge's Perspective Business Lawyer, Vol. 58 January 1, 2002 Realigning The Standard of Review of Director Due Care With Delaware Public Policy: A Critique of Van Gorkum & Its Progeny as a Standard of Review Northwestern University Law Review, Vol. 96 January 1, 2002 The Great Takeover Debate: A Meditation On Bridging The Conceptual Divide University of Chicago Law Review, Vol. 69 January 1, 2001 Function Over From: A Reassessment of Standards of Review in Delaware Corporate Law Delaware Journal of Corporate Law 8559, Vol. 26 January 1, 2000
Comments on Contestability University of Miami Law Review, Vol. 54 Events January 26, 2018 Panelist, "SNAP Judgment: The Legal and Investment Issues Associated with Non-Voting Stock," ABA Business Law Section's Mergers & Acquisitions Committee Meeting October 27, 2017 Panelist, "Corporate Rules and Practices for Long-Tern Value Creation," HLS in the World, Harvard Law School Bicentennial October 3, 2017 Panelist, "Developments in Delaware Shareholder Litigation," American Law Institute Securities and Shareholder Litigation 2017: Cutting-Edge Developments, Planning and Strategy September 26, 2017 Panelist, "The Court of Chancery, the DGCL, and Federalism," Delaware Corporate Law Anniversary Symposium Wilmington, DE September 15, 2017 Panelist, "Snap Judgement: The Legal And Investment Issues Associated With Non Voting Stock," ABA Business Law Section Annual Meeting Chicago, IL January 1, 2017 Panelist, "Special Committees for Evaluating Transactions," Special Board Committees, The Deal, LLC and the Center for Corporate Governance January 1, 2017 Panelist, "Special Committees for Evaluation Transactions," Special Board Committees, The Deal LLC and the Center for Corporate Governance September 1, 2016 Panelist, "Legal Ethics Issues in Corporate Governance," Third Annual Law Issues Update Wilmington, DE May 1, 2016
Panelist, "Key Choice of Law Considerations: Do You Really Have a Choice?" International Aspects of Hedge Fund and Capital Markets Litigation, New York State Bar Association and Sidley Austin LLP May 1, 2016 Panelist, "Important Recent Cases and Upcoming Issues," NYCLA's Center for Corporate Governance Inaugural Program: The Significance of Recent Developments in Delaware Corporate Governance Law and What Practitioners and Their Clients Need to Know May 1, 2016 Panelist, "Revlon After 30," Institute of Law and Economics: Spring Corporate Law Roundtable Philadelphia, PA April 1, 2016 Panelist, "Hedge Fund Activism," Center on Corporate Governance: 2016 Annual Securities Regulation Conference April 1, 2016 Panelist, "Recent Developments for Directors and Their Advisers in Breaches of Fiduciary Duty Concerning M&A Scenarios," Seventh Annual Citadel Directors' Institute Charleston, SC March 1, 2016 Panelist, "Developments in Delaware Shareholder Litigation," American Law Institute Securities and Shareholder Litigation 2016: Cutting-Edge Developments, Planning, and Strategy October 1, 2015 Speaker, "An Effective Board: Pipe Dream or Reality?" Stanford Law School September 1, 2015 Speaker, "Law Enforcement Cooperation, Defense and Requests for Data," Sixth Annual Bay Area General Counsel Roundtable Bay Area, California